LICENSE

ANCHORE END USER LICENSE AGREEMENT

PLEASE READ THIS ANCHORE END USER LICENSE AGREEMENT CAREFULLY BEFORE
YOU AGREE TO THESE TERMS. IF YOU ARE ACTING ON BEHALF OF AN ENTITY,
THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT AGREE TO THESE
TERMS, YOU SHOULD NOT AGREE TO THE TERMS OF THIS AGREEMENT OR USE THE
SOFTWARE.

This Anchore End User License Agreement (Agreement) is made by
Anchore, Inc. (Anchore) with its principal place of business at 800
Presidio Ave., Suite B, Santa Barbara, CA 93101 and you
(Customer). The effective date (Effective Date) of this Agreement is
the date Customer agrees to these terms or uses the Software.
(Software) means the software and accompanying documentation provided
to you by Anchore. This Agreement applies to your use of the Software
but it will be superseded by any signed agreement between you and
Anchore concerning the Software.

1.  LICENSE

1.1 License Grant. Subject to the terms and conditions of this
Agreement, Anchore hereby grants to Customer, during the term of this
Agreement, a limited, non-exclusive, non-transferable right and
license to use the Software for Customer's internal business use
without the right to grant or authorize sublicenses or to further
distribute the Software. Customer may make one additional copy of the
Software for non-production, cold backup or archival purposes.

1.2 License Restrictions.  Except as otherwise expressly permitted in
this Agreement, Customer shall not itself, or through any parent,
subsidiary, affiliate, agent or other third party: (a) sell, lease,
license, distribute, sublicense or otherwise transfer in whole or in
part, the Software to a third party; (b) decompile, disassemble,
translate, reverse engineer or otherwise attempt to derive source code
from the Software; (c) allow access or permit use of the Software by
any third party except authorized third-party contractors solely to
provide services to Customer; provided that Customer shall be liable
for all acts and omissions of such authorized third-party contractors;
(d) circumvent the license keys embedded within the Software; (e)
modify or create derivative works based upon the Software; (f)
disclose the results of any benchmark test of the Software to any
third party; or (g) change any proprietary rights notices which appear
in the Software.  1.3 Support. Anchore does not provide any support
services for the Software under this Agreement. You may separately
purchase Anchore support services. These support services are subject
to Anchore's then-current support terms and conditions.  1.4
Ownership. Anchore and its licensors shall retain all intellectual
property and proprietary rights in the Software and related works,
including but not limited to any derivative work of the foregoing.

2. CONFIDENTIALITY. For a period of five (5) years from the date of
disclosure of the applicable Confidential Information, Customer will
(a) hold the Confidential Information in trust and confidence and
avoid the disclosure or release thereof to any other person or entity
by using the same degree of care as it uses to avoid unauthorized use,
disclosure, or dissemination of its own Confidential Information of a
similar nature, but not less than reasonable care, and (b) not use the
Confidential Information for any purpose whatsoever except as
expressly contemplated under this Agreement; provided that, to the
extent the Confidential Information constitutes a trade secret under
law, Customer agrees to protect such information for so long as it
qualifies as a trade secret under applicable law. Customer will
disclose the Confidential Information only to those of its employees
and contractors having a need to know such Confidential Information
and will ensure that such employees and contractors comply with the
provisions of this Section. The obligations of Customer under this
Section will not apply to information that Customer can demonstrate
(i) was in its possession at the time of disclosure and without
restriction as to confidentiality, (ii) at the time of disclosure is
generally available to the public or after disclosure becomes
generally available to the public through no breach of agreement or
other wrongful act by Customer, or (iii) has been received from a
third party without restriction on disclosure and without breach of
this Section. (Confidential Information) means any and all information
or proprietary materials (in every form and media) not generally known
in the relevant trade or industry and which has been or is hereafter
disclosed or made available by Anchore to Customer in connection with
this Agreement.

3. DISCLAIMER. THE SOFTWARE IS PROVIDED TO CUSTOMER AS-IS AND ANCHORE
AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION,
NON-INFRINGEMENT, TITLE, PERFORMANCE, AND ACCURACY AND ANY IMPLIED
WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE. ANCHORE AND ITS LICENSORS DO NOT
WARRANT THAT: (A) THE SOFTWARE WILL FUNCTION UNINTERRUPTED, OR BE
SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS
OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED; (C) THE SOFTWARE IS FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING
THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING DISCLAIMER, CUSTOMER ACKNOWLEDGES THAT THE
SOFTWARE IS NOT INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS THAT
REQUIRE FAIL-SAFE PERFORMANCE, SUCH AS NUCLEAR OR CHEMICAL FACILITIES,
AIRCRAFT OR OTHER MODES OF HUMAN MASS TRANSPORTATION, LIFE SUPPORT
SYSTEMS, IMPLANTABLE MEDICAL EQUIPMENT OR WEAPONS SYSTEMS.

4. TERM AND TERMINATION. The term of this Agreement shall commence on
the Effective Date and continue until terminated as set forth in this
Agreement. Unless otherwise agreed by the parties in writing, each
party may terminate this Agreement upon notice to the other
party. Further, each party may terminate this Agreement upon notice to
other party in the event the other party breaches a material term of
this Agreement and does not cure such breach within thirty (30) days
of receipt of notice to do so. Sections 1.2, 1.4 and 2 - 6 shall
survive the termination of this Agreement. Within thirty (30) days of
the effective date of termination of this Agreement, Customer shall
destroy all copies of the Software and any related materials and
certify such destruction to Anchore. During the term of this Agreement
and for one (1) year following termination (but no more than once in a
calendar year), Anchore and its auditors may inspect Customer's
records relating to its reproduction and use of the Software for the
purposes of verifying Customer's compliance with this Agreement.
Customer shall cooperate fully with Anchore and its auditors in
conducting audits and provide reasonable assistance.  If an
unauthorized use of the Software or other intellectual property of
Anchore is discovered, Customer shall promptly cease all use of the
Software and other intellectual property of Anchore and reimburse
Anchore for the cost of the audit.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL ANCHORE OR ITS SUPPLIERS
BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND
AND HOWEVER CAUSED. IN NO EVENT WILL ANCHORE'S CUMULATIVE LIABILITY
FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE
AMOUNT OF ONE HUNDRED DOLLARS (US$100). IN NO EVENT WILL ANCHORE'S
SUPPLIERS HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH
THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 5 ALLOCATE RISKS UNDER
THIS AGREEMENT BETWEEN CUSTOMER, ANCHORE AND ANCHORE' SUPPLIERS. THE
FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS
ESSENTIAL PURPOSE.

6. GENERAL.  This Agreement constitutes the entire agreement between
the parties concerning the subject matter of this Agreement. No
amendment, modification or waiver of any provision of this Agreement
shall be effective unless in writing and signed by both parties. No
purchase orders shall be issued under this Agreement and the terms of
any purchase orders issued under this Agreement in violation of this
provision are hereby rejected by the parties. This Agreement
supersedes all prior or contemporaneous discussions, proposals and
agreements between the parties relating to the subject matter of this
Agreement. If any provision of this Agreement is held to be invalid or
unenforceable, the remaining portions shall remain in full force and
effect and such provision shall be enforced to the maximum extent
possible so as to effect the intent of the parties and shall be
reformed to the extent necessary to make such provision valid and
enforceable. No waiver of rights by either party may be implied from
any actions or failures to enforce rights under this
Agreement. Neither party shall be liable to the other for any delay or
failure to perform due to causes beyond its reasonable control. Unless
otherwise specifically stated, the terms of this Agreement are
intended to be and are solely for the benefit of Anchore and Customer
and do not create any right in favor of any third party. The laws of
the State of New York will govern this Agreement. The provisions of
the Uniform Computerized Information Transaction Act and United
Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement. Any litigation related to this
Agreement shall be brought in the state or federal courts located in
New York, New York, and only in those courts and each party
irrevocably waives any objections to such venue. All notices must be
in writing and shall be effective three (3) days after the date sent
to the other party's headquarters, Attention Chief Financial Officer.